Amcor plcAMCR
Amcor plc Stock Compensation Disclosure
Share-based Compensation
The Company's equity incentive plans include grants of share options, restricted share units, performance shares, performance rights, and share rights.
In fiscal years 2025, 2024, and 2023, share options and performance rights or performance shares (awarded to U.S. participants in place of performance rights) were granted to officers and employees. The exercise price for share options was set at the time of grant. The requisite service period for outstanding share options, performance rights, or performance shares ranges from to four years. The awards are also subject to performance and market conditions. At vesting, share options can be exercised and converted to ordinary shares on a one-for-one basis, subject to payment of the exercise price. The contractual terms of the share options range from to ten years from the grant date. At vesting, performance rights can be exercised and converted to ordinary shares on a one-for-one basis. Performance shares vest automatically and convert to ordinary shares on a one-for-one basis.
Restricted share units may be granted to directors, officers, and employees of the Company and vest on terms as described in the award. The restrictions prevent the participant from disposing of the restricted share units during the vesting period. The fair value of restricted share units is determined based on the closing price of the Company's shares on the grant date.
Share rights may be granted to directors, officers, and employees of the Company and vest on terms as described in the award. The restrictions prevent the participant from disposing of the share rights during the vesting period. The fair value of share rights is determined based on the closing price of the Company's shares on the grant date, adjusted for dividend yield.
In connection with the Merger, outstanding Berry share-based compensation and cash-settled awards (the "Berry Awards") including restricted stock unit (RSU) and performance share unit (PSU) awards were replaced with Amcor share rights and options awards with generally the same terms and conditions as the original awards subject to the terms of the Merger Agreement. Outstanding short-term Berry options were deemed fully vested at the close of the transaction and unvested options were converted into Amcor option awards with generally the same terms and conditions as the original awards subject to the terms of the Merger Agreement. The grant date of the Berry Awards is considered to be the Merger date for the purpose of the fair valuation of the awards. The aggregate grant date fair value of Berry Awards post-conversion amounted to $356 million of which $310 million related to pre-acquisition vesting and was therefore included as part of purchase consideration.
As of June 30, 2025, 36 million shares were available for future grants under shareholder approved equity incentive plans. The Company uses treasury shares to settle share-based compensation obligations. Treasury shares were acquired through market purchases throughout the fiscal year for the required number of shares.
The total share-based compensation expense settled in equity in fiscal years 2025, 2024, and 2023 amounted to $74 million, $32 million, and $54 million, respectively. Share-based compensation expense in fiscal years 2023 and 2024 was primarily recorded in selling, general, and administrative expenses in the consolidated statements of income. In fiscal year 2025 $34 million of accelerated share-based compensation expense relating to the Merger was recorded within . The remainder of the share-based compensation expense was recorded within selling, general, and administrative expenses in the consolidated statements of income.
As of June 30, 2025, the Company had $77 million of total unrecognized compensation cost related to all unvested share options and other equity incentive plans. That cost is expected to be recognized over a weighted-average period of 1.7 years.
The weighted-average grant date fair values by type of equity incentive plan for awards granted in fiscal years 2025, 2024, and 2023 were as follows:
| Years ended June 30, | ||||||||||||||||||||
| (in $ per unit of award) | 2025 | 2024 | 2023 | |||||||||||||||||
| Share options (1) | 1.87 | 1.45 | 1.66 | |||||||||||||||||
| Restricted share units | 10.60 | 9.44 | 11.91 | |||||||||||||||||
| Performance rights/shares (2) | 8.32 | 6.37 | 8.18 | |||||||||||||||||
| Share rights | 9.40 | 8.42 | 10.90 | |||||||||||||||||
(1)The fair value of share options was determined using the Black-Scholes option pricing model and/or Monte Carlo simulations. The following key assumptions were used for the fiscal years ended June 30, 2025, 2024, and 2023, respectively: risk-free interest rate of 3.6% (2024: 4.6%, 2023: 3.4%), expected share-price volatility of 23.3% (2024: 21.8%, 2023: 23.0%), expected dividend yield of 5.0% (2024: 5.2%, 2023: 4.0%), and expected life of options of 5.7 years (2024: 6.6 years, 2023: 6.1 years).
(2)The fair value of performance rights/shares was determined using discounting and Monte Carlo simulations. The key assumptions for the fiscal years ended June 30, 2025, 2024, and 2023, respectively, were: risk-free interest rate of 3.5% (2024: 4.8%, 2023: 3.5%), expected share-price volatility of 23.9% (2024: 23.4%, 2023: 23.0%), and expected dividend yield of 4.5% (2024: 5.2%, 2023: 4.0%).
Changes in outstanding share options were as follows:
| Share options | ||||||||||||||
| Number | Weighted-average Exercise Price | |||||||||||||
| (in millions) | ||||||||||||||
Share options outstanding at June 30, 2024 | 33 | $ | 10.86 | |||||||||||
| Granted | 12 | 9.45 | ||||||||||||
| Exercised | (5) | 10.11 | ||||||||||||
| Forfeited | (9) | 11.89 | ||||||||||||
Share options outstanding at June 30, 2025 | 31 | $ | 10.17 | |||||||||||
Vested and exercisable at June 30, 2025 | 9 | $ | 10.56 | |||||||||||
As of June 30, 2025, the share options outstanding have an intrinsic value of $8 million and a remaining weighted-average contractual life of 5.7 years. As of June 30, 2025, the share options that have vested and are exercisable have an intrinsic value of $1 million and a remaining weighted-average contractual life of 2.0 years.
The Company received $15 million, nil, and $134 million on the exercise of stock options during the fiscal years ended June 30, 2025, 2024, and 2023, respectively. During the fiscal years ended June 30, 2025, 2024, and 2023, the intrinsic value associated with the exercise of share options was $5 million, nil, and $31 million, respectively. The grant date fair value of share options vested was $11 million, $5 million, and $15 million for fiscal years ended June 30, 2025, 2024, and 2023, respectively.
Changes in outstanding other equity incentive plans and the fair values vested are presented below:
| Restricted share units | Performance rights/shares | Share rights | ||||||||||||||||||||||||||||||||||||
| Number | Weighted-average Grant Date Fair Value | Number | Weighted-average Grant Date Fair Value | Number | Weighted-average Grant Date Fair Value | |||||||||||||||||||||||||||||||||
| (in millions) | (in millions) | (in millions) | ||||||||||||||||||||||||||||||||||||
| Outstanding at June 30, 2024 | 3 | $ | 9.85 | 12 | $ | 7.72 | 2 | $ | 9.82 | |||||||||||||||||||||||||||||
| Granted | — | 10.60 | 4 | 8.32 | 16 | 9.40 | ||||||||||||||||||||||||||||||||
| Exercised | (1) | 9.41 | (1) | 9.32 | (1) | 10.78 | ||||||||||||||||||||||||||||||||
| Forfeited | — | 10.55 | (3) | 8.75 | — | 9.39 | ||||||||||||||||||||||||||||||||
| Outstanding at June 30, 2025 | 2 | $ | 10.01 | 12 | $ | 7.53 | 17 | $ | 9.34 | |||||||||||||||||||||||||||||
| Fair value vested ($ in millions) | Restricted share units | Performance rights/shares | Share rights | |||||||||||||||||||||||||||||||||||
| Year Ended June 30, 2025 | $ | 8 | $ | 25 | $ | 15 | ||||||||||||||||||||||||||||||||
| Year Ended June 30, 2024 | 6 | 14 | 24 | |||||||||||||||||||||||||||||||||||
| Year Ended June 30, 2023 | 2 | 16 | 20 | |||||||||||||||||||||||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Aug 15, 2025 | Showing above |
| 2024 | Aug 16, 2024 | |
| 2023 | Aug 17, 2023 | |
| 2022 | Aug 18, 2022 | |
| 2021 | Aug 24, 2021 | |
| 2020 | Aug 27, 2020 | |
| 2019 | Sep 3, 2019 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.